Amalgamation or merger of titles?

At HM Land Registry (HMLR) we find that applicants wanting to combine titles sometimes mistakenly refer to amalgamation when the application is for a merger. This distinction is important, because HMLR uses certain criteria to decide whether we should process an application for amalgamation, whereas we would normally complete a merger.

Amalgamation

An amalgamation joins two or more parcels of registered and/or unregistered estates affecting different extents of land under a single registered title.

For amalgamation to proceed, it must be both possible and beneficial for HMLR to complete the application, which must first fulfil the following requirements:

• the estates must be the same tenure
• the class of title must be the same
• the proprietor(s) must be the same and hold the estate in the same capacity.

Once these requirements are met, we will consider whether amalgamation is beneficial from HMLR’s perspective, taking account of the applicant’s needs and the additional time it would take to process the application, on a case-by-case basis.

Current priorities mean we can accept only those applications for amalgamation that will bring positive advantage to several prospective purchasers. This includes where amalgamating:

• addresses a boundary discrepancy
• comprises areas of land comprising a housing development
• helps show a right of way that benefits land registered under several titles, but abuts only one of them.

By the same measure, we would be unlikely to progress the following:

• a request to amalgamate isolated plots of land, which would better be dealt with as a single, multi-title application
• an amalgamation that would result in a very complex register and title plan with a multitude of title plan references, or
• where amalgamation would lead to a very large title plan (plans larger than A3 can create printing problems for customers).

It is important to note, however, that registration under separate title numbers does not impede future dealings with the titles, as any number of titles can be dealt with in one instrument.

Mergers

A merger is the fusion of two or more estates, such as leasehold into freehold or a superior leasehold. It takes place when the leasehold interest and its immediate reversionary estate come into the same ownership. This can occur when the tenant acquires the immediate reversionary estate or when the landlord acquires the leasehold interest.

The lease is absorbed by the reversion and thus determined (which is the same principle as for surrender). For merger to take place, the following conditions apply:

• the lease and the immediate reversion must be in the same ownership
• the lease and the immediate reversion must be held in the same capacity, and
• the person holding the two estates must intend that merger takes place as well as make it clear they are applying for merger in their application.

For more information about merger of a lease, see our practice guide 26 on the government website, and for guidance on surrender and regrant applications, see our handy checklist.

What this means in practice

Amalgamations can and do happen if there are good reasons and it makes sense to do so from HMLR’s perspective. Mergers, however, are routinely applied for and processed and, although they cannot always be completed, this is usually the result of technical issues with the application, such as the presence of a restriction.